Document Content

CIRCULAR

Guiding enterprise registration

_______________

Pursuant to November 26, 2014 Law No. 68/2014/QH13 on Enterprises;

Pursuant to November 29, 2006 Law No. 78/2006/QH11 on Tax Administration;

Pursuant to November 20, 2012 Law No. 21/2012/QH13 Amending and Supplementing a Number of Articles of the Law on Tax Administration;

Pursuant to the Government’s Decree No. 78/2015/ND-CP of September 14, 2015, on enterprise registration;

Pursuant to the Government’s Decree No. 96/2015/ND-CP of October 19, 2015, detailing a number of articles of the Law on Enterprises;

Pursuant to the Government’s Decree No. 116/2008/ND-CP of November 14, 2008, defining the functions, tasks, powers and organizational structure of the Ministry of Planning and Investment;

At the proposal of the Director of the Enterprise Registration Management Department,

The Minister of Planning and Investment promulgates the Circular guiding enterprise registration.

Article 1. Scope of regulation and subjects of application

1. This Circular promulgates forms used for and guides in detail some issues related to registration of enterprises and business households.

2. This Circular applies to subjects prescribed in Article 2 of Decree No. 78/2015/ND-CP.

Article 2. Promulgation and use of forms for registration of enterprises and business households

1. To promulgate together with this Circular forms for registration of enterprises and business households.

2. Forms promulgated together with this Circular shall be uniformly used nationwide.

Article 3. Business household registration codes

1. District-level business registration agencies shall write business household registration codes on business household registration certificate as follows:

a/ The province code: 2 characters, according to Appendix VII-2 to this Circular;

b/ The district code: 1 character, according to Appendix VII-2 to this Circular;

c/ The type code: 1 character, 8 = business household;

d/ The ordinal number of business household: 6 characters, from 000001 to 999999.

2. The code of a district, town or provincial city established after the effective date of this Circular will be inserted in the order of Vietnamese alphabet.

3. When a district, town or provincial city is split after this Circular takes effect, the code of the old unit will remain unchanged, and the code of the new unit will be inserted in the order of Vietnamese alphabet.

4. Provincial-level Planning and Investment Departments shall notify in writing new codes of newly established or split districts to the Ministry of Planning and Investment.

Article 4. Enterprise registration dossiers for enterprises that pass their decisions by collection of written opinions

When the Members’ Council of a limited liability company or the Shareholders’ General Meeting of a joint-stock company passes a decision by collection of written opinions as prescribed in the Law on Enterprises, the minutes of the meeting in an enterprise registration dossier prescribed in Decree No. 78/2015/ND-CP may be replaced by the vote count report made by the Members’ Council of the limited liability company or the vote count record made by the Shareholders’ General Meeting of the joint stock company.

Article 5. Notification of change of information about founding shareholders and foreign shareholders

1. In case of change of information about founding shareholders of a joint stock company, the company shall notify such change to the business registration section of the locality where its head office is based under Article 51 of Decree No. 78/2015/ND-CP. Change of information about founding shareholders shall be applied to only unlisted joint stock companies.

2. The decision and a valid copy of the minutes of the meeting of the Shareholders’ General Meeting on change of foreign shareholders enclosed with the enterprise registration dossier as prescribed in Clause 1, Article 52 of Decree No. 78/2015/ND-CP shall be only required when a foreign founding shareholder transfers its ordinary shares to people other than founding shareholders of the company within 3 years after the issuance of the enterprise registration certificate.

Article 6. Operation registration of branches, representative offices and business locations

1. After a state company, which has an enterprise registration certificate, is converted into a limited liability company or joint stock company, a limited liability company is converted into a joint stock company or vice versa, or a private enterprise is converted into a limited liability company, its branches, representative offices and business locations shall register change in their operation registration contents as prescribed in Article 48 of Decree No. 78/2015/ND-CP.

2. For business locations of a branch, the person who signs the notice of business location establishment, change in operation registration contents, business suspension or resumption of business ahead of notified schedule, or termination of the business location must be the at-law representative of the enterprise or the head of the branch.

3. Re-grant of an operation registration certificate of a branch or representative office or a business location registration certificate must comply with Article 58 of Decree No. 78/2015/ND-CP.

4. The termination of operation of overseas branches or representative offices by enterprises must comply with the laws of host countries. Within 30 working days after officially terminating the operation of an overseas branch or representative office, an enterprise shall send a notice thereof to the business registration section of the locality where the enterprise’s head office is based. The notice of termination of an overseas branch or representative office shall be made according to Form II-23 to this Circular.

Article 7. Termination of existence of divided, consolidated or merged companies

1. If the business registration contents of a merging company remain unchanged after the merger, within 10 working days after the completion of the merger, the merging company shall send a notice thereof, made according to the form provided in Appendix II-5 to this Circular, to the business registration section of the locality where the merging company is based for termination of existence of the merged company. The notice shall be enclosed with papers prescribed in Clause 4, Article 195 of the Law on Enterprises.

2. In case the head office of the merged company is located outside the province or centrally run city where the head office of the merging company is based, the business registration section of the locality where the merging company is based shall coordinate with the business registration section of the locality where the merged company is based in terminating the existence of the merged company under Clause 3, Article 61 of Decree No. 78/2015/ND-CP.

3. Prior to termination of the existence of the divided company, the consolidated company or merged company as prescribed in Clauses 1 and 3, Article 61 of the Decree No. 78/2015/ND-CP, the business registration section shall terminate the existence of all branches, representative offices and business locations of such company.

Article 8. Grant of enterprise registration certificates as replacement for business registration contents of investment licenses, investment registration certificates or papers of equivalent legal validity

1. If an enterprise applies for a enterprise registration certificate to replace business registration contents of its investment license, investment registration certificate or paper of equivalent legal validity (below referred to as investment registration certificate) and business registration contents remain unchanged, the enterprise shall submit its dossier to the business registration section of the locality where its head office is based. A dossier must comprise:

a/ A valid copy of the investment registration certificate;

b/ A valid copy of the tax registration certificate;

c/ A written request for addition and update of enterprise registration information, made according to the form provided in Appendix II-18 to this Circular;

2. If an enterprise applies for an operation registration certificate of its branch or representative office or business location registration certificate to replace operation registration contents in the investment registration certificate or the operation registration certificate of the branch or representative office granted by an investment registration agency without any change in operation registration contents, the enterprise shall submit its dossier to the business registration section of the locality where its branch, representative office or business location is located. A dossier must comprise:

a/ A valid copy of the investment registration certificate or operation registration certificate of the branch or representative office granted by the investment registration agency;

b/ A valid copy of the tax registration certificate;

c/ A written request for addition and update of operation registration information, made according to the form provided in Appendix II-19 to this Circular;

3. In case of registration or notification of change in business registration contents, business suspension, resumption of business ahead of notified schedule, dissolution or notification of seal specimen, the enterprise shall submit its dossier to the business registration section of the locality where its head office is based. The dossier must comprise relevant documents prescribed in Decree No. 78/2015/ND-CP and other papers prescribed in Clause 1 of this Article.

4. In case of operation registration, registration for change in operation registration contents of a branch or representative office, business suspension, resumption of business ahead of schedule, business termination, notification of seal specimen of a branch or representative office, the enterprise shall submit its dossier to the business registration section of the locality where its branch or representative office is based. The dossier must comprise relevant documents prescribed in Decree No. 78/2015/ND-CP and a written request for addition and update on operation registration information, made according to the form provided in Appendix II-19 to this Circular.

For a branch operating under an investment registration certificate, in addition to the above-said documents, the dossier shall be enclosed with a valid copy of its investment registration certificate and a valid copy of its tax registration certificate.

5. In case of registration for establishment, change in business registration contents, operation suspension, resumption of operation ahead of schedule, termination the operation of a business location, the enterprise shall submit its dossier to the business registration section of the locality where its head office is based. The dossier must comprise relevant documents prescribed in Decree No. 78/2015/ND-CP and a written request for addition and update on operation registration information, made according to the form provided in Appendix II-19 to this Circular.

In case of registration for establishment, change in business registration contents, operation suspension, resumption of operation ahead of schedule, termination the operation of a business location of its branch, an enterprise shall submit its dossier to the business registration section of the locality where the branch is based under Clause 4 of this Article.

6. If an enterprise carry out enterprise registration prescribed in Clauses 4 and 5 of this Article in the province or centrally run city outside the locality where its head office is based, the business registration section of the locality where the enterprise’s branch or representative office is based shall contact and coordinate with the business registration section of the locality where the enterprise’s head office is based in receiving and settling the enterprise’s dossier.

7. After receiving a dossier of an enterprise, a business registration section shall issue a receipt, check the validity of the dossier to grant an enterprise registration certificate, operation registration certificate or certification of change in enterprise registration contents and other certification as prescribed in Decree No. 78/2015/ND-CP.

Article 9. Announcement of contents related to revocation of enterprise registration certificates and restoration of enterprises’ legal status in the national enterprise registration database

1. Within 2 working days after issuing a notice that the violation committed by an enterprise is subject to revocation of the enterprise registration certificate and a decision to revoke the enterprise registration certificate, a business registration section shall send such notice and decision to the head office of the enterprise, and post this information on the National Enterprise Registration Portal.

2. Within 2 working days after issuing the decision to cancel the decision on revocation of the enterprise registration certificate and notice of restoration of the enterprise’s legal status in the national enterprise registration database, the business registration section shall post such information on the National Enterprise Registration Portal.

Article 10. Changes in enterprise registration contents which are not required to be registered

1. Public security offices mentioned at Point c, Clause 1, Article 56 of Decree No. 78/2015/ND-CP include investigation agencies, heads and deputy heads of investigation agencies and investigators under the Code on Criminal Procedures.

2. Enterprises may continue to register changes in enterprise registration contents in the cases prescribed in Clause 2, Article 56 of Decree No. 78/2015/ND-CP, or approved by public security offices mentioned in Clause 1 of this Article.

Article 11. Exploitation of information on the National Enterprise Registration Portal

1. Information shall be publicly provided on the National Enterprise Registration Portal (www.dangkykinhdoanh.gov.vn) free of charge, including enterprise name, enterprise code, address of head office, business line, names of at-law representative, seal specimen, and legal status of enterprise.

2. In addition to the free-of-charge information prescribed in Clause 1 of this Article, information about business registration contents, financial statements and types of enterprise in the national enterprise registration database may be provided at a charge under regulation.

3. Organizations and individuals may request information prescribed in Clause 2 of this Article at the Ministry of Planning and Investment (the Business Registration Supporting Center under the Department of Business Registration Management), or at business registration sections or on the National Enterprise Registration Portal.

The Business Registration Supporting Center shall provide information of all enterprises in the national enterprise registration database. Provincial-level business registration sections shall provide information about enterprises under local management.

4. Charge rates for the provision of information prescribed in Clauses 2 and 3 of this Article shall be prescribed by law.

Article 12. Restoration of an enterprise’s legal status in the national enterprise registration database after its enterprise registration certificate is revoked

1. When determining that an enterprise falls into a case eligible to restoration of its legal status as prescribed in Article 64 of Decree No. 78/2015/ND-CP, the business registration section shall issue a decision to cancel the decision on revocation of the enterprise registration certificate, made according to the form provided in Appendix V-17 to this Circular.

At the request of the business registration section, the Ministry of Planning and Investment (the Department of Business Registration Management) shall provide technical assistance in converting the enterprise’s legal status from “revoked” or “dissolved” to “operating” in the national enterprise registration database. The enterprise has its legal status restored at the time of conversion to “operating.”

The business registration section shall take responsibility for its decision to cancel the decision on revocation of the enterprise registration certificate and restoration of the enterprise’s legal status in the national enterprise registration database.

2. The restoration of an enterprise’s legal status as prescribed in Clause 2, Article 64 of Decree No. 78/2015/ND-CP shall be effected within 180 days after the business registration section issues the decision on revocation of the enterprise registration certificate and the enterprise’s legal status has not changed into “dissolved” in the national enterprise registration database.

3. Within 2 working days from the time the enterprise’s legal status is restored in the national enterprise registration database, the business registration section shall notify it to the tax agency and the enterprise.

Article 13. Modification of information in enterprise registration certificates

1. When detecting that the information in its enterprise registration certificate is inconsistent with its enterprise registration dossier, an enterprise shall send a written request for modification of such information, made according to the form provided in Appendix II-14 to this Circular, to the business registration section of the locality with which it has made registration.

The business registration section shall receive the written request, check the dossier, and re-grant the enterprise registration certificate within 3 working days after receiving the written request from the enterprise, provided the information in the written request is accurate.

2. If the business registration section detects that the information in the enterprise registration certificate is inconsistent with the enterprise registration dossier, it shall send a notice to the enterprise of the modification of the information in the enterprise registration certificate, made according to the form provided in Appendix V-6 to this Circular, and re-grant the enterprise registration certificate to the enterprise within 3 working days after sending the notice.

3. Modification of information in the certification of change in enterprise registration contents, an operation registration certificate of a branch or representative office or a business location registration certificate and the information about enterprise registration stored in the national enterprise registration database must comply with Clauses 1 and 2 of this Article.

Article 14. Modification of information in the national enterprise registration database in case the dossier for the granted enterprise registration certificate is improper or the certificate was granted not according to the prescribed order and procedures or information declared in the enterprise registration dossier is untruthful or inaccurate

1. If finding that the dossier for the granted enterprise registration certificate is improper or the certificate was granted not according to the prescribed order and procedures, the business registration section shall settle the case under Clause 2, Article 58 of Decree No. 78/2015/ND-CP. Based on the valid and complete dossier of the enterprise, the business registration section shall modify the information in the national enterprise registration database prior to re-grant of an enterprise registration certificate or a certification of change in enterprise registration contents.

2. In case the information declared in the enterprise registration dossier is untruthful or inaccurate, the business registration section shall settle the case under Clause 3, Article 58 of Decree No. 78/2015/ND-CP. After a decision on handling the violation is issued by a competent state agency, based on the valid and complete dossier of the enterprise, the business registration section shall modify the information in the national enterprise registration database prior to re-grant of an enterprise registration certificate or a certification of change in enterprise registration contents.

Article 15. Update and addition of information in enterprise registration certificates and enterprise registration dossiers

1. An enterprise shall add information which is still missing in its enterprise registration dossier when changing enterprise registration contents, including phone number, fax number, email address and website. The addition of the phone number in the enterprise registration dossier is compulsory. If an enterprise does not provide its phone number, the dossier of registration for change in enterprise registration contents is considered invalid as prescribed in Clause 15, Article 4 of the Law on Enterprises.

2. Based on enterprise data in the national enterprise registration database, enterprises shall update and add information in their enterprise registration certificates and enterprise registration dossiers as prescribed in Clause 7, Article 8 of the Law on Enterprises, particularly:

a/ If an enterprise only updates and provides its phone number, fax number, email address, website and address by reason of the change in administrative boundary, the identity card information, and the personal address in its enterprise registration certificate, it shall send a notice thereof, made according to the form provided in Appendix II-5 to this Circular, to the business registration section of the locality where its head office is based. The business registration section shall receive the notice and grant an enterprise registration certificate to the enterprise;

b/ If the update and addition of information in the enterprise registration dossier do not change the content of its enterprise registration certificate and do not fall into the case of notice of change in enterprise registration contents prescribed in Articles 49 thru 54 of Decree No. 78/2015/ND-CP, an enterprise shall send a notice thereof, made according to the form provided in Appendix II-5 to this Circular, to the business registration section of the locality where its head office is based.

The business registration section shall add the information in the enterprise’s dossier, update the information in the national enterprise registration database, and grant a certification under Decree No. 78/2015/ND/CP. The enterprise is not required to pay any fee in this case.

Article 16. Conversion of enterprise registration information into the national enterprise registration database

1. When granting enterprise registration certificates, business registration sections shall digitize enterprise registration dossiers, upload and store them in the national enterprise registration database.

2. Conversion of business registration information must comply with Clause 11, Article 3 of Decree No. 78/2015/ND-CP. For enterprise registration dossiers which are received before the effective day of this Circular and have not been digitalized when issuance of business registration certificates, annually, business registration sections shall make plans for carrying out and funding the conversion of enterprise registration information into electronic files and storage of such files in the national enterprise registration database.

Article 17. Modification of enterprise registration information due to data conversion into the national enterprise registration database

1. When detecting that the enterprise registration information in the national enterprise registration database is missing or inconsistent with the paper enterprise registration certificate, business registration certificate, business registration and tax registration certificate, investment registration certificate and investment license (below referred to as certificate) due to the data conversion, an enterprise shall send a written request, made according to the form provided in Appendix II-16 to this Circular, to the business registration section of the locality where its head office is based, for modification of the information. The request shall be enclosed with a valid copy of the certificate.

Within 3 working days after receiving the written request from the enterprise, the business registration section shall add and modify enterprise registration information in the national enterprise registration database.

2. If the business registration section detects that the enterprise registration information on the national enterprise registration database is unavailable or inconsistent with the paper certificate due to the data conversion, within 3 working days after detecting, it shall add and modify enterprise registration information in the national enterprise registration database.

Article 18. Standardization of enterprise registration data in the national enterprise registration database.

1. For enterprise registration information converted into the national enterprise registration database from the enterprise data stored at business registration sections and investment registration agencies, based on information in the national enterprise registration database, a business registration section shall send a notice of review of enterprise registration information and operation status to the enterprise, and request the enterprise to compare information and:

a/ Send feedback to the business registration section within 90 days after the business registration section send the notice, and take responsibility for the truthfulness and accuracy of registered information as prescribed in Clause 7, Article 8 of the Law on Enterprises;

b/ Past the time limit prescribed at Point a, Clause 1 of this Article, if the business registration section does not receive any feedback from the enterprise, it shall request the enterprise to send a report as prescribed at Point c, Clause 1, Article 209 of the Law on Enterprises. If the enterprise fails to send such report, the business registration section shall revoke the enterprise registration certificate according to the order and procedure prescribed in Clause 4, Article 63 of Decree No. 78/2015/ND-CP.

2. Based on enterprise registration information in the national enterprise registration database in the localities under their management and annual plans, business registration sections shall assume the prime responsibility for, and coordinate with tax agencies and other related agencies in, making a plan for review of the operation status of the enterprise. The order and procedures for review of the operation status of the enterprise must comply with Clause 1 of this Article.

3. At least once every year, business registration sections shall assume the prime responsibility for, and coordinate with tax agencies and other related agencies in, making annual plans for carrying out and funding the standardization of enterprise registration data.

4. The notice of review of enterprise registration information and operation status, notice of results of review of enterprise registration information and operation status provided in Clause 1 of this Article shall be made according to Forms V-7 and II-15 to this Circular.

Article 19. Addition of business registration data to the national enterprise registration database

1. Quarterly and annually, based on enterprise registration data stored in business registration sections and investment registration agencies and the available data in the national enterprise registration database, business registration sections shall review, compare and update missing information in the national enterprise registration database.

2. Business registration sections shall add data on enterprises, their affiliated units and business locations from local databases to the national enterprise registration database, ensuring that the added information matches the original information.

Article 20. Organization of implementation

1. This Circular takes effect on January 15, 2016, and replaces the Planning and Investment Ministry’s Circular No. 01/2013/TT-BKHDT of January 21, 2013, guiding on enterprise registration.

2. Provincial-level Planning and Investment Departments, district-level business registration agencies, enterprises established under the Law on Enterprises, enterprise founders, business households and related organizations and individuals shall implement this Circular.

3. Any problems arising in the course of implementation should be reported to the Ministry of Planning and Investment for study, amendment and supplementation.